Exhibit 10.8
CONSULTING AGREEMENT
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Consulting Agreement (this "Agreement"), dated as of December 16, 2005, by
and among NCT Group, Inc., a Delaware corporation ("NCT"), Artera Group, Inc., a
Delaware corporation and wholly-owned subsidiary of NCT ("Artera"), Spyder
Technologies Group, LLC, a Connecticut limited liability company ("Consultant"),
and Xxxxxxxx Xxxxxxxx, Consultant's current President ("Principal").
WITNESSETH:
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WHEREAS, Artera wishes to retain Consultant and Principal to act as
consultants to Artera on the terms and conditions set forth herein, and
Consultant and Principal wish to be so retained; and
WHEREAS, NCT, Artera and Consultant wish to memorialize certain agreements
among them regarding intellectual property;
NOW THEREFORE, in consideration of the premises and the mutual promises
herein made, the parties hereto agree as follows:
1. Consulting Relationship.
1.1 Appointment. Consultant shall serve as a consultant to Artera for
the Consulting Term (as defined below). Principal shall perform on behalf of
Consultant the computer and data processing services set forth in Schedule A
hereto.
1.2 Duties. Principal shall devote a substantial portion of his
business time to insure best efforts in the performance of Consultant's duties
hereunder and to the business and affairs of Artera, and Consultant and
Principal shall use their best efforts to preserve the goodwill associated with
Artera's business. In the performance of Consultant's provision of computer and
data processing services hereunder, Principal shall report directly to Artera's
Chief Operating Officer.
1.3 Compliance. Consultant and Principal shall duly, faithfully and
punctually perform and observe any and all rules and regulations that Artera may
now or shall hereafter establish governing the conduct of its business.
1.4 Consulting Term. The term of this Agreement (the "Consulting
Term") shall commence on the date hereof and shall continue until such time as
either Artera or Consultant terminates this Agreement, with or without cause,
upon thirty days' written notice to the other. In addition, Artera shall have
the right to terminate this Agreement at any time, upon ten days' written notice
to Consultant, in the event that Principal is no longer an officer or employee
of Consultant or otherwise performing under this Agreement on Consultant's
behalf.
2. Compensation.
2.1 Consulting Fee. Artera shall pay to Consultant for the services to
be rendered by Principal on behalf of Consultant hereunder during the Consulting
Term consulting fees in the amount of $365.00 per day (or the pro rata portion
thereof which Principal shall have worked, based on an eight hour work day) (the
"Consulting Fee") for worked performed on such day. Consultant shall submit
semi-monthly invoices for such Consulting Fees, and such Consulting Fees shall
be paid semi-monthly (one invoice period in arrears) and otherwise in accordance
with Artera's normal payment procedures. Any business time devoted by Principal
on behalf of Consultant in furtherance of any other agreement between Artera and
Consultant, such as any master distributor, reseller or finder agreement, shall
not be applicable to the determination of the number of hours worked by
Principal in the performance of Consultant's duties under this Agreement, or the
Consulting Fee payable, on any given day.
2.2 Expenses. In the event that Consultant incurs reasonable travel or
other reasonable out-of-pocket business expenses in connection with its services
hereunder which are authorized in advance by Artera's Chief Operating Officer,
Consultant shall be reimbursed therefor upon submission of documentation to
Artera.
3. Consultant Inventions.
3.1 Assignment. Subject to the terms and conditions of this Agreement,
Principal hereby irrevocably assigns, conveys, sells, grants and transfers to
NCT and agrees to assign, convey, sell, grant and transfer to NCT, its
successors and assigns all of his rights, title and interest of every kind and
character throughout the world, including moral rights, in and to any and all
Consultant Inventions (as defined below) to the full extent of his ownership or
interest therein; including, without limitation, all federal, state, foreign,
statutory and common law and other rights in patents, copyrights, moral rights,
trademarks, trade secrets, know-how, design rights and all intellectual property
and proprietary rights therein; all domestic and foreign intellectual property
applications and registrations therefor (and all divisions, continuations,
continuations-in-part, reexaminations, substitutions, reissues, extensions and
renewals of such applications and registrations, and the right to apply for any
of the foregoing); all goodwill associated therewith; all rights to causes of
actions and remedies related thereto (including, without limitation, the right
to xxx for past, present or future infringement, misappropriation or violation
of rights related to the foregoing); and any and all other rights and interests
arising out of, in connection with or in relation to the Consultant Inventions.
Upon NCT's reasonable request, Consultant and Principal will promptly take such
actions including, without limitation, the prompt execution and delivery of
documents in recordable form, as may be reasonably necessary to vest, secure,
perfect, protect or enforce the rights and interests of NCT in and to the
Consultant Inventions. In the event NCT is unable, after reasonable effort, to
secure the signature of Consultant or Principal on any document or documents
needed to apply for or prosecute any patent, copyright, or other right or
protection relating to a Consultant Invention, for any reason whatsoever,
Consultant and Principal hereby irrevocably designate and appoint NCT and its
duly authorized officers and agents as Consultant's and Principal's agents and
attorneys-in-fact to act for and on Consultant's and Principal's behalf to
execute and file any
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such application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of patents, copyrights, or similar
protections thereon with the same legal force and effect as if executed by
Consultant and Principal.
As used in this Agreement, "Consultant Inventions" shall mean all
improvements, inventions, discoveries, developments, designs, formulae,
processes, techniques, computer programs (source and object codes), know-how and
data, whether or not patentable, made or conceived or reduced to practice or
learned by Consultant or Principal, either alone or jointly with others, prior
to the date of this Agreement that (a) relate to or are or can be made useful in
the current business, products or services (whether marketed or in development)
of Artera, (b) relate to or are or can be made useful in telecommunication
services or computer software for increasing the speed of, or reducing the
bandwidth required for, documents, text, images, voice or other data when
transmitted electronically over communication networks or lines, including data
sent to or received from the Internet or (c) result from use of premises,
facilities or Proprietary Information (as defined below) or assets owned, leased
or contracted for by Artera or by NCT or its subsidiaries or affiliates (NCT and
such subsidiaries and affiliates, collectively, "Affiliates").
3.2 Consultant and Principal Representations and Indemnification.
Consultant and Principal each hereby represents to NCT that, other than
Principal, no person has any rights, title and interest of any kind and
character whatsoever throughout the world, including moral rights, in and to any
and all Consultant Inventions. Consultant and Principal shall indemnify and hold
harmless NCT, Artera and the Affiliates from and against any and all causes of
action, lawsuits, debts, damages, claims and demands, including attorneys' fees
and expenses of defense in any of the foregoing, arising out of or relating to
any assertion by any person of any rights, title and interest of any kind and
character whatsoever throughout the world, including moral rights, in and to any
and all Consultant Inventions.
3.3 Payment. As payment for the assignment of the rights pursuant to
Section 3.1 above and subject to the limitations set forth in this Section 3.3
below, Artera will pay to Principal a quarterly fee (the "Royalty Fee") of two
percent (2%) of Net Revenues (as defined below) received from the targeted
Internet advertising delivery system and subscription-free Internet accelerator
offering, currently known as the "Rev The Web" service. As used in this
Agreement, "Net Revenues" shall mean all quarterly operating revenues received
by Artera (to which it is anticipated NCT will grant a license to utilize the
Consultant Inventions) or any Affiliate from any "Rev The Web" service, that, at
the applicable time, utilizes any Consultant Inventions, less all quarterly
commissions, other revenue sharing arrangements and similar direct selling costs
payable in connection with the distribution of such service; provided, however,
that "Net Revenues" shall not include (a) any revenues received from an
Affiliate or from Artera (i.e., intercompany payments) or (b) any revenues
received by Artera or any Affiliate from the sale or other disposition of the
business assets of the "Rev The Web" service or any equity interest in the
entity that owns such assets. Notwithstanding the foregoing, no Royalty Fee
shall be paid or accrued for any quarter to the extent such Royalty Fee would
exceed 50% of Net Profits. As used in this Agreement, Net Profits shall mean the
excess, if any, of Net Revenues over net quarterly expenses incurred in
connection with the distribution of the "Rev the Web" Service
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(including depreciation and other non-cash expenses) but not including income
taxes.
4. Proprietary Information and Artera Inventions. Consultant and
Principal recognize that Artera has been, is and will be engaged in a continuous
program of research, development, experimentation and production respecting its
business and technology.
Consultant and Principal represent that Consultant's and Principal's
relationship with Artera will not violate any other employment, non-competition
or confidentiality agreement or other obligation Consultant or Principal may
have to any employer or other person or entity, that Consultant and Principal
have obtained all necessary approvals to perform Consultant's and Principal's
consultancy hereunder, and that Consultant and Principal will adhere to all
policies, procedures, rules and regulations of any other employer or other
person in performing Consultant's and Principal's obligations hereunder.
Consultant and Principal understand that:
A. As part of Consultant's and Principal's relationship with Artera,
Consultant and Principal may make new technical contributions and inventions of
value to Artera.
B. Consultant's and Principal's consultancy creates a relationship of
confidence and trust between them and Artera with respect to any information
applicable to the business or technology of Artera and applicable to the
business or technology of any client, customer, distributor, licensee, affiliate
or co-venturer of Artera, which may be made known to Consultant or Principal by
Artera or by any such person, or learned by Consultant or Principal during the
period of Consultant's consultancy.
C. In consideration of Consultant's consultancy and the compensation
received by Consultant from Artera pursuant to Section 2 above (and by Principal
from Consultant) from time to time, Consultant and Principal hereby agrees as
follows:
(1) All Proprietary Information (as defined below) shall be the sole
property of Artera and its assigns, and Artera and its assigns shall be the
sole owner of all patents, copyrights, trademarks and other rights in
connection therewith. Subject to Section 3 above with respect to Consultant
Inventions, Consultant and Principal hereby assign to Artera any rights
Consultant or Principal may have or acquire in all Proprietary Information.
At all times, during Consultant's consultancy with Artera and after its
termination, Consultant or Principal will not disclose to anyone outside of
Artera or use for its or his own benefit any Proprietary Information
without the prior written consent of Artera, except as may be necessary in
the ordinary course of performing Consultant's and Principal's duties as an
advisor to Artera.
As used in this Agreement, "Proprietary Information" shall mean
information that Artera or any of the Affiliates possesses and will in the
future possess that has been, or will be, created, discovered, developed or
acquired by Artera or any of the Affiliates, or has become or will become
otherwise known to Artera or any of the Affiliates (including,
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without limitation, information created, discovered, developed or made
known by Consultant or Principal to Artera (or any of the Affiliates) or to
Consultant or Principal by Artera (or any of the Affiliates) during the
period of or arising out of Consultant's consultancy with Artera), and in
which property rights have been or will be assigned or otherwise conveyed
to Artera, which information has or will have actual or potential economic
value in the business in which Artera is engaged. By way of illustration,
Proprietary Information includes but is not limited to trade secrets,
processes, formulae, data, know-how, discoveries, developments, designs,
improvements, inventions, techniques, licenses, marketing plans,
strategies, budgets, projections, unpublished financial statements,
forecasts, computer programs (source and object codes), software
documentation, customer lists, supplier lists, prices and costs.
(2) In the event of the termination of Consultant's consultancy with
Artera for any reason, Consultant and Principal will deliver to Artera all
documents or other materials of any description or any reproduction of any
description containing any, or relating to any, Proprietary Information.
(3) Consultant and Principal agree that for a period of two years
following termination of services to Artera, neither Consultant nor
Principal will entice, induce or solicit employees of Artera to leave its
employ.
(4) Consultant and Principal agree to disclose promptly to Artera any
Artera Inventions (as defined below). Any Artera Inventions shall be the
sole property of Artera and its assigns, and Artera and its assigns shall
be the sole owner of all patents and other rights in connection therewith.
Consultant and Principal hereby assign to Artera any and all rights, title
and interest Consultant and Principal may have or acquire in all Artera
Inventions. Consultant and Principal further agree as to all Artera
Inventions to execute all necessary documents and otherwise provide proper
assistance (but at Artera's expense), during and subsequent to Consultant's
and Principal's consultancy, to obtain and from time to time enforce
patents, copyrights, trademarks and other rights and protections relating
to the Artera Inventions in any and all countries, as Artera may desire,
together with any assignments thereof to Artera or persons designated by
it. Artera shall compensate Consultant and Principal at a reasonable rate
for the time actually spent by Consultant and Principal at Artera's request
on such assistance following termination of Consultant's consultancy. In
the event Artera is unable, after reasonable effort, to secure the
signature of Consultant or Principal on any document or documents needed to
apply for or prosecute any patent, copyright, or other right or protection
relating to an Artera Invention, for any reason whatsoever, Consultant and
Principal hereby irrevocably designates and appoints Artera and its duly
authorized officers and agents as Consultant's and Principal's agent and
attorney-in-fact to act for and on Consultant's and Principal's behalf to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of patents,
copyrights, or similar protections thereon with the same legal force and
effect as if executed by Consultant and Principal.
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As used in this Agreement, "Artera Inventions" shall mean all
improvements, inventions, discoveries, developments, designs, formulae,
processes, techniques, computer programs (source and object codes),
know-how and data, whether or not patentable, made or conceived or reduced
to practice or learned by Consultant or Principal, either alone or jointly
with others, during the period of Consultant's and Principal's consultancy
that (a) relate to or are or can be made useful in the current business,
products or services (whether marketed or in development) of Artera, (b)
relate to or are or can be made useful in telecommunication services or
computer software for increasing the speed of, or reducing the bandwidth
required for, documents, text, images, voice or other data when transmitted
electronically over communication networks or lines, including data sent to
or received from the Internet, (c) result from Consultant's and Principal's
consultancy with Artera, or (d) result from use of premises, facilities or
Proprietary Information or assets owned, leased or contracted for by Artera
or by any of the Affiliates.
(5) Consultant and Principal represent that Consultant and Principal
do not possess confidential information arising out of any other employment
or consultancy which, in Consultant's and Principal's best judgment, would
be utilized in connection with Consultant's and Principal's engagement by
Artera. If, in spite of the previous sentence, Consultant or Principal
should find that confidential information belonging to any other employer
or business with which Consultant or Principal has consulted or been
employed might be usable in connection with Artera's business, Consultant
and Principal will not intentionally disclose to Artera or use on its
behalf any confidentia1 information belonging to any former employer or
business with which Consultant or Principal has consulted or been employed;
but during Consultant's engagement by Artera, Consultant and Principal will
use in the performance of Consultant's and Principal's duties information
which is generally known and used by persons with training and experience
comparable to Consultant's and Principal's own and all information which is
common knowledge in the industry or otherwise legally in the public domain.
Artera, Consultant and Principal understand that this Section 4 does
not apply to inventions for which no equipment, supplies, facility or
Proprietary Information of Artera was used and which were developed
entirely on Consultant's or Principal's own time.
5. Exclusivity and Covenant Not to Compete. During the Consulting Term
and for a period of twelve months after the termination of any consulting
or subsequent employment relationship between Consultant or Principal and
Artera, Consultant and Principal will not, without Artera's prior express
written consent, (a) engage in any employment, consulting or other business
relationship with any other person or entity whose business is similar to
Artera's business nor will Consultant or Principal, for the benefit of any
person or entity other than Artera or an Affiliate, engage in any research,
development or other activity relating to any product or technology similar
or relating to those being studied, researched, developed, produced,
marketed or sold by Artera prior to or as of the date of termination of any
consulting or subsequent employment relationship between Consultant or
Principal and Artera or (b) recruit or solicit any employee of Artera, or
otherwise induce such employee: (i) to leave the employment of Artera;
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or (ii) to become an employee or otherwise be associated with Consultant or
Principal or any company or business with which Consultant or Principal is
or may become associated in competition with Artera.
6. Remedies. Consultant and Principal acknowledge and agree that
Artera's remedy at law for any breach of any of Consultant's or Principal's
obligations under Section 4 and/or Section 5 hereof would be inadequate,
and agree and consent that temporary and/or permanent injunctive relief or
specific performance, as applicable, may be granted in any proceeding which
may be brought to enforce any provision of Section 4 and/or Section 5
hereof, without the necessity of proof of actual damage, and, furthermore,
Artera may recover from Consultant and Principal all costs and reasonable
attorneys' fees incurred as a result of a breach of, and in the enforcement
of, Section 4 and/or Section 5 hereof.
7. Independent Contractor Status.
7.1 Independent Contractor. Consultant and Artera acknowledge and
agree that Consultant is being retained as an independent contractor, and
that Consultant shall be responsible for determining the manner and means
by which Consultant performs the duties and responsibilities assigned to
Consultant under this Agreement. Nothing in this Agreement shall be
construed to make Consultant or Principal an employee or agent of Artera,
to entitle Consultant or Principal to receive the benefits of any employee
benefit plan of Artera, or to create a joint venture or partnership among
the parties. Consultant shall not make an unauthorized representation or
warranty concerning the products or services of Artera or commit Artera to
any agreement or obligation without the express authorization of Artera's
Chief Operating Officer.
7.2 Taxes. No payroll or employment taxes of any kind shall be
withheld or paid with respect to payments to Consultant. Consultant shall
be responsible for the payment of all taxes, including but not limited to
any income, sales or use tax, levied with respect to the services provided
hereunder by Consultant.
7.3 Insurance. No workers' compensation insurance has been or
will be obtained by Artera on account of Consultant or Principal.
7.4 Indemnification. Consultant agrees to indemnify Artera and
the Affiliates against, and to defend and hold Artera and the Affiliates
harmless from, any liabilities, claims, costs or expenses (including
reasonable attorneys' fees) which may be made against Artera and the
Affiliates, or incurred by Artera and the Affiliates, by reason of the
performance by Consultant of Consultant's responsibilities under this
Agreement.
8. Enforceability. The failure of NCT or Artera at any time or from time to
time to require performance of any of Consultant's or Principal's obligations
under this Agreement shall in no manner affect NCT's or Artera's right to
enforce any provision of this Agreement at a subsequent time, and the waiver by
NCT or Artera of any right arising out of any breach shall not be construed as a
waiver of any right arising out of any subsequent breach.
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9. Binding Effect. The terms and provisions of this Agreement shall be
binding upon Consultant, Principal, NCT and Artera, and their respective heirs,
executors, administrators, successors and permitted assigns. The parties
acknowledge and agree that the Affiliates that are not signatories to this
Agreement may enforce the rights granted to NCT and Artera hereunder.
10. Assignment.
10.1 Assignment by Consultant or Principal. This Agreement may not be
assigned by Consultant or Principal without the written consent of NCT and
Artera, which consent shall not be unreasonably withheld.
10.2 Assignment by NCT or Artera. This Agreement may not be assigned
by NCT or Artera without the written consent of Consultant and Principal, which
consent shall not be unreasonably withheld, except that this Agreement may be
assigned by NCT or Artera (without the consent of Consultant or Principal) to
(a) any Affiliate, (b) any person or entity that acquires all or substantially
all of the assets of NCT or Artera, respectively, or of the business unit(s) of
NCT or Artera, respectively, then utilizing any Consultant Inventions or (c) any
person or entity with or into which NCT or Artera, respectively, is consolidated
or merged; provided, however, that any such assignment shall be subject to the
terms and conditions of this Agreement and NCT or Artera, as applicable, shall
deliver to Consultant a written acknowledgement to that effect from the
assignee.
10.3 Successors-In-Interest. The benefits under this Agreement shall
inure to the benefit of the respective successors-in-interest of the parties
hereto.
11. Governing Law. This Agreement is being delivered and shall be construed
(both as to validity and performance) and enforced in accordance with and
governed by the laws of the State of Connecticut applicable to agreements made
and to be performed wholly within such jurisdiction. Consultant and Principal
hereby irrevocably agree that any suit, action or other legal proceeding arising
out of this Agreement or any of the transactions contemplated hereby may be
brought in any Connecticut or United States Federal Court located in the State
of Connecticut.
12. Notices. All notices under this Agreement shall be in writing and shall
be deemed duly given upon delivery by hand, by fax, by recognized commercial
courier or by certified mail (return receipt requested), in each case with
postage or delivery charges pre-paid, as follows:
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(i) If to Consultant or Principal:
Spyder Technologies Group, LLC
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxxxx
Facsimile: 000-000-0000
(ii) If to NCT or Artera:
NCT Group, Inc./Artera Group, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Financial Officer
Facsimile: 000-000-0000
or to such other address or to such persons as NCT or Artera, on the one hand,
or Consultant or Principal, on the other, shall have last designated by written
notice to the other party.
13. Severability. In the event any covenant, condition or other provision
of this Agreement is held to be invalid or unenforceable by a final judgment of
a court of competent jurisdiction, then such covenant, condition or other
provision shall be automatically terminated and performance thereof waived, and
such invalidity or unenforceability shall in no way affect any of the other
covenants, conditions or provisions hereof, and the parties hereto shall
negotiate in good faith to agree to such amendments, modifications or
supplements of or to this Agreement or such other appropriate actions as, to the
maximum extent practicable, shall implement and give effect to the intentions of
the parties as reflected herein.
14. Survival. The terms of Sections 3, 4, 5, 6 and 11 shall survive the
termination of this Agreement.
15. Miscellaneous.
15.1 Entire Agreement; Release. This Agreement contains all of the
terms agreed upon by the parties with respect to the subject matter hereof and
there are no representations or understandings between the parties except as
provided herein. The parties acknowledge and agree that any and all prior
agreements, arrangements and understandings among the parties with respect to
the subject matter hereof, including, but not limited to, the arrangement
pursuant to which Spyder has provided to Artera technical consulting services
pertaining to Artera Turbo (the "Prior Consulting Arrangement"), are hereby
terminated and shall be of no further force or effect. In addition, Consultant,
for itself and its successors and assigns, hereby irrevocably and
unconditionally releases NCT, Artera, the Affiliates and the officers,
directors, stockholders, employees and agents of all thereof from any and all
obligations, liabilities, damages, claims and expenses now or hereafter existing
that arise out of or relate to the Prior Consulting Arrangement. For sake of
clarity, that certain Xxx-Xxxxxxxxxx
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Agreement, dated as of October 24, 2002, between Artera and Spyder (the
"Non-Disclosure Agreement") shall remain in full force and effect. Principal
shall be subject to all of the provisions of the Non-Disclosure Agreement that
are applicable to Consultant thereunder, and neither Consultant nor Principal
may terminate the Non-Disclosure Agreement or the obligations described therein
during the Consulting Term.
15.2 Amendment. This Agreement may not be amended or modified in any
way except by a written amendment to this Agreement duly executed by the
parties.
15.3 Waiver. To the extent that, pursuant to Section 5 of the
Non-Disclosure Agreement, the written consent of Artera is required for the
consummation of the transactions set forth in this Agreement, Artera hereby
grants such consent.
15.4 Third-Party Licenses. The parties acknowledge and agree that this
Agreement shall in no way affect the rights and obligations of Artera pursuant
to that certain License Agreement, dated as of June 4, 2002, between NCT Group,
Inc. and Artera (as amended, if applicable) and that certain License Agreement,
dated as of June 4, 2002, between Midcore Software, Inc. and Artera (as amended,
if applicable).
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed,
in multiple counterparts, on the date first above written.
NCT GROUP, INC. ARTERA GROUP, INC.
By: /s/ Xx X. Xxxxxxx By: /s/ Xx X. Xxxxxxx
----------------------------------- -------------------------------
Xx X. Xxxxxxx Xx X. Xxxxxxx
Xx. V.P. & Chief Financial Officer Treasurer
SPYDER TECHNOLOGIES GROUP, LLC PRINCIPAL:
By: /s/ Jinathan Xxxxxxxx /s/ Xxxxxxxx Xxxxxxxx
----------------------------------- -------------------------------
Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx
President
---------------------------------
To the extent that the waiver of rights of NCT Group, Inc. pursuant to Section
5.2(a)(iii) of that certain License Agreement, dated as of June 4, 2002, between
NCT Group, Inc. and Artera Group, Inc. is required for the consummation of the
transactions set forth in Section 3 of the foregoing Consulting Agreement, NCT
Group, Inc. hereby grants such waiver, effective as of the date of the foregoing
Consulting Agreement.
NCT GROUP, INC.
By: /s/ Xx X. Xxxxxxx
-----------------------------------
Xx X. Xxxxxxx
Xx. V.P. & Chief Financial Officer
To the extent that the waiver of rights of Midcore Software, Inc. pursuant to
Section 5.2(a)(iii) of that certain License Agreement, dated as of June 4, 2002,
between Midcore Software, Inc. and Artera Group, Inc. is required for the
consummation of the transactions set forth in Section 3 of the foregoing
Consulting Agreement, Midcore Software, Inc. hereby grants such waiver,
effective as of the date of the foregoing Consulting Agreement.
MIDCORE SOFTWARE, INC.
By: /s/ Xx X. Xxxxxxx
-----------------------------------
Xx X. Xxxxxxx
Treasurer
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Schedule A
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DESCRIPTION OF SERVICES
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1. Programming of product interfaces
2. Development and maintenance of web based applications and web sites
3. Graphic design and development
4. Development and maintenance of ad server demographic interfaces and skin
delivery platforms
5. Development and delivery of customized customer product builds
6. Development and maintenance of program for tracking product language
translations
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